{"url_path":"/sec/otlk/8-k/2026-05-13/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1649989/0001104659-26-060305-index.html","accession_number":"0001104659-26-060305","cik":"0001649989","ticker":"OTLK","issuer_name":"Outlook Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1649989/0001104659-26-060305-index.html","primary_entity_key":"0001649989","primary_entity_name":"Outlook Therapeutics, Inc."},"word_count":547,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn May 13, 2026, Outlook Therapeutics, Inc. (the “Company”)\nentered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“H.C.\nWainwright”), pursuant to which the Company may issue and sell shares of its common stock, $0.01 par value per share (“Common\nStock”), from time to time through H.C. Wainwright as sales agent and/or principal having an aggregate offering price of up to $100,000,000\n(the “Shares”).\n\n \n\nThe offering has been registered under the Securities Act of 1933,\nas amended (the “Securities Act”), pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-278340),\nwhich was declared effective by the Securities and Exchange Commission (the “Commission”) on April 5, 2024. The Company\nwill file a prospectus supplement, dated May 13, 2026, with the Commission relating to the Shares.\n\n \n\nH.C. Wainwright may sell the Shares by any method that is deemed to\nbe an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act, including, without limitation,\nsales made directly on The Nasdaq Capital Market or any other existing trading market for the Common Stock, in privately negotiated\ntransactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method\npermitted by law. H.C. Wainwright has agreed to use commercially reasonable efforts consistent with its normal trading and sales practices\nto sell the Shares under the Sales Agreement from time to time, based upon instructions from the Company (including any price, time or\nsize limits or other customary parameters or conditions the Company may impose). The Company is not obligated to make any sales of the\nShares under the Sales Agreement.\n\n \n\nThe Sales Agreement contains customary representations, warranties,\nand agreements by the Company, and customary indemnification rights and obligations of the parties. The Company will pay H.C. Wainwright\na commission equal to 3% of the aggregate gross proceeds of any sale of Shares under the Sales Agreement. In addition, the Company has\nagreed to reimburse certain legal expenses and fees incurred by H.C. Wainwright in connection with the transactions contemplated by the\nSales Agreement and provide H.C. Wainwright with customary indemnification and contribution rights against certain liabilities.\n\n \n\nThe Sales Agreement may be terminated by the Company at any time upon\nfive business days’ prior written notice to H.C. Wainwright, or by H.C. Wainwright at any time.\n\n \n\nThe foregoing description of the Sales Agreement is not complete and\nis qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 10.1 to this\nCurrent Report on Form 8-K and is incorporated herein by reference. The legal opinion of Cooley LLP relating to the Shares being\noffered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.\n\n \n\nThis Current Report on Form 8-K shall not constitute an offer\nto sell or the solicitation of an offer to buy the Shares nor shall there be any offer, solicitation or sale of the Shares in any state\nor jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities\nlaws of any such state or other jurisdiction."}